The Compensation Committee Clause Samples
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The Compensation Committee. The Compensation Committee shall be responsible for reviewing and presenting a recommendation to the Board on all matters relating to executive compensation and employee benefits. The duties of the Compensation Committee are the following: reviewing and recommending to the Board the salaries, bonus compensation and benefits to be provided to the Network’s officers, administering the Network Equity Plan, approving grants of options, stock appreciation rights, restricted stock and other incentives authorized and available under the Network Equity Plan, certification as to the meeting of applicable performance levels under the Network Equity Plan or with respect to an officer’s bonus compensation, and reporting promptly to the Board on the activities of such committee.
The Compensation Committee
The Compensation Committee. (a) The Shareholders shall cause the Board to establish and maintain a compensation committee (the “Compensation Committee”) to perform such duties and have such responsibilities as are delegated to it from time to time by the Board, including developing the general employment, compensation, and benefit policies applicable to the employees of the Company. The employment and compensation policy for the Company shall be fully developed and applied in a manner that aims to be consistent with Applicable Law and shall be independent from, and without reference to, those of the Founding Shareholders.
(b) The Compensation Committee shall consist of four (4) Directors, with each Founding Shareholder having the right to appoint two (2) of its nominated Directors as members of the Compensation Committee.
The Compensation Committee. The Compensation Committee shall be comprised of two or more members of the Board, all of whom shall be "disinterested persons" as defined in Rule 16b-3 under the Exchange Act and "outside directors" as that term is used in Section 162 of the Code and the regulations promulgated thereunder, but in any event consistent with the Bylaws of the Company and applicable Kansas corporate law.
The Compensation Committee. The Compensation Committee shall consist of three (3) members selected by the majority of the entire Board of Directors, two (2) of whom shall be Receiver Directors and one (1) of whom shall be the Chairman. The Compensation Committee shall have such powers and responsibilities as determined in the Compensation Committee charter, which shall be approved by the majority of the entire Board of Directors. The powers and responsibilities of the Compensation Committee shall include, but not be limited to, approving all executive officer compensation matters, including salary levels, bonus levels, grants and issuances of new securities under existing stock plans, and recommending the adoption of new incentive plans to the Board of Directors, which shall in each case be subject to the further approval of the majority of the entire Board of Directors; provided, that, with respect to any award intended to constitute “performance-based compensation” within the meaning of Section 162(m) of the U.S. Internal Revenue Code and the regulations promulgated thereunder, the Compensation Committee charter shall provide for the delegation of its authority to a subcommittee of the Compensation Committee consisting solely of two “outside directors” within the meaning of such Section of the U.S. Internal Revenue Code and the regulations promulgated thereunder.
The Compensation Committee. The Committee advises the Board on the contents of the Plan and the Agreement. The Committee will advise the Board on all questions of interpretation and application, in accordance with the charter of the Committee as adopted by the Board, and as amended from time to time. The Committee shall also recommend to the Board the Target Bonus level for each Participant.